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Eager to attain fame and glory, chorine Maxine Martin enters a contest to be a Vanity magazine cover girl.  Inspired by Maxine's initiative, Rusty Parker, a fellow dancer at Danny Maguire's Brooklyn nightclub, also enters the contest.  The women are interviewed by Cornelia Jackson, the assistant to magazine publisher John Coudair.  When Jackson expresses an interest in Rusty, Maxine sabotages her rival's chances by telling her that Jackson is looking for a model with a brash personality.  Consequently, when Rusty sashays into her office, Jackson dismisses her as a "gland case."  Jackson then proposes Maxine as a candidate for the cover, and Coudair insists on going to Danny's club to see her in her "natural environment."

At the club, Coudair is enchanted by Rusty, who reminds him of his long-lost sweetheart, Maribelle Hicks.  Coudair recalls a night forty years earlier when he saw Maribelle dance at Tony Pastor's club and fell hopelessly in love.  After her performance that night, Rusty joins Danny and Genius, another entertainer at the club, at Joe's oyster bar, where they engage in their Friday night ritual of searching for a pearl to bring them luck.  When the three return to their apartment house, Rusty finds a telegram from Coudair, inviting her to his office the next day.  Fearful that Coudair's offer will endanger the trio's close friendship, Genius tears up the telegram but, after he retires to his room, Rusty pieces it back together.

Rusty keeps her appointment with Coudair and, when the publisher learns that Maribelle Hicks was her grandmother, he awards her his magazine's cover.  Danny is crestfallen when Rusty's issue appears on the newstands, arguing that she should achieve success with her feet and not her face.

Drawn by Rusty's notoriety, crowds begin to flock to Danny's club; one day, Coudair brings Broadway theater owner Noel Wheaton to meet Rusty and offer her a job.  After Rusty rejects his overture, Wheaton tries to woo her with armloads of roses.  When Wheaton's strategy fails, Coudair joins forces with him to lure Rusty to Broadway.

To achieve his goal, Coudair sends Rusty an invitation to Vanity 's 50th anniversary dinner.  Rusty informs Danny that she plans to miss her performance at the club to attend the party, prompting an argument. Coudair summons Danny to pick up Rusty after the party, and Danny arrives at the Coudair mansion to find the house deserted except for his host.

After admonishing Danny to free Rusty so that she can move on to a better life, Coudair recalls the day he introduced Maribelle to his society matron mother.  When his mother disapproved of their romance, Maribelle threatened to return to her piano player sweetheart.  As Coudair remininsces about the past, Wheaton drives Rusty to his luxurious Broadway theater, and she cavorts on the deserted stage.  After leaving Coudair's house, Danny joins Genius at Joe's to wait for Rusty.  When she fails to appear, Danny, after tortuous self-reflection, decides to sever his relationship with her.

The next day, Rusty is late for rehearsal, and Danny gives her song to Maxine to perform.  Rusty protests and storms out of the club, bound for Broadway.  After making Rusty a star, Wheaton offers to make her his wife, and she agrees to give him an answer the following day.  That night Rusty drives to Danny's club and discovers that Danny has closed his establishment and left town with Genius to entertain at army camps.  She then goes to Joe's, where Wheaton and Coudair later find her, drunk.  Although she accepts Wheaton's proposal, Coudair realizes that she is desperately unhappy.

When Danny and Genius learn of Rusty's impending marriage, they come home to Brooklyn and Joe's.  As Joe informs them that Rusty's wedding is to take place that night, Danny cracks open an oyster and finds a pearl.  Determined to reunite the lovers, Genius takes the pearl to Coudair and asks him to deliver it to Rusty.  Aware that Rusty is a most unhappy bride, Jackson exhorts Coudair to rectify his mistake of breaking up Rusty and Danny.  As Coudair escorts Rusty down the aisle to the sound of the wedding march, he hands her the pearl and completes his story of his romance with Maribelle, revealing that Maribelle deserted him at the altar for her piano player.  Heartened by Coudair's tale, Rusty realizes that she belongs with Danny, and as the minister recites the wedding vows, she announces that she is leaving.  Still dressed in her wedding gown, Rusty hurries to Joe's and is there reunited with Danny and Genius in a joyful dance.